general conditions

General Conditions of Purchase

1. No contract or order is valid unless made out on our official order form.

2. All materials to be consigned as directed here over carriage paid. We accept no responsibility for damage, loss or delay in transit.

3. The quantity ordered must not be exceeded unless agreed in writing.

4. Price must not exceed that specified on the Order, or when not specified, must not be higher than last quoted, or charged, without prior agreement.

5. A monied invoice and advice of despatch, stating theron the Order Number, Route, Wagon Number and how goods are addressed must be posted or sent by email for each delivery on the same day as the goods are despatched, otherwise these will be held at the risk and expense of the Senders.

6. Payment will be delayed unless all invoices reach us by the 2nd, and a Statement of Account by the 4th of the month following delivery. Where cash discounts are available for prompt payment, a statement should accompany the invoice.

7. All goods ordered which are of the Supplier’s own design are understood to be guaranteed by the Suppliers as fit for the purpose for which they are designed, and for which they are designed, and for the specific purpose for which they are being purchased.

8. Supplier shall notify Preci-Spark of any Non-Conforming product. Any such product shall be approved by Preci-Spark prior to despatch.

9. Supplier shall notify Preci-Spark of any changes in product and/or process definition along with changes of suppliers and changes of manufacturing facility location and where required obtain Preci-Spark approval.

10. The Company reserves the right to reject the whole or any portion of goods which are supplied defective or inferior to the goods ordered. Advice of all goods rejected will be sent to the Supplier when such goods shall be held at the Supplier’s risk and disposal.

11. Goods to be securely packed when necessary. All packing Cases, Casks, Drums, Wrappers (or packing material of any description) will be returned to Sender if required and at Sender’s charge. On no account will we accept a charge for the same. To facilitate return, all packages must be branded or stamped with the Seller’s name and address.

12. In the case of the failure of the Seller to deliver the whole or any portion of the goods ordered on the date due, or should he fail to replace rejected within a reasonable time and in compliance with these conditions, we reserve the right to cancel the Order, or any part of it and obtain supplies elsewhere, charging the difference in price to the seller.

13. If during the currency of the Order, the Company’s Works are partially or wholly shut down due to War, Strikes, Lock-Outs, Riots, Civil Commotions, Epidemics, unusual inclemency of the Weather, Fire, Accident, Force Majeure or any other cause whatsoever beyond the Company’s control then delivery shall be partially or wholly suspended (as the case may require) during the continuance of such causes and the time of delivery shall be correspondingly extended.

14. Should any reduction in transit charges come into operation during the currency of the Order the benefit of such reduction shall be allowed to this Company.

15. The foregoing conditions are in addition to and without prejudice to our rights as buyers.

16. No part of this contract may be sub-contracted by you without prior approval from Preci-Spark Ltd.

17. Dimensional reports or inspection records to confirm dimensions produced must be supplied.

18. Delivery release documentation must be signed by an approved signatory.

19. Right of access by Preci-Spark, its customers and regulatory authorities to all facilities involved in the order and to all applicable records.

20. The supplier shall ensure that record retention requirements are in accordance with the final customer specifications as applicable.

21. Preci-Spark Ltd. reserves the right to quarantine suspect fraudulent and counterfeit parts. Payment in this case will be held until supplier or appropriate body provides conclusive results whereupon parts may be subject to disposition and details reported to the appropriate authorities. The disclosure of the source and location of supply is to be provided where requested. At this point no payment will be issued to the seller. In cases where payment is made in advance, full reimbursement will be required including any 3rd party testing charges incurred by Preci-Spark Ltd.

22.
a) Supplier agrees that it has reviewed and that it shall comply with applicable provisions of our Ethical Procurement Policy, available at www.preci-spark.co.uk
(b) Supplier warrants that neither it nor any of its employees, agents, or representatives have offered or given, or will offer or give, any gratuities to Buyer’s employees, agents, or representatives for purposes of securing this Order or securing favourable treatment under this Order. If it is found that gratuities (in the form of entertainment, gifts or otherwise) are offered by Supplier, or any agent or representative of Supplier, to any employee of Buyer or its agents or representatives with a view toward securing favourable treatment with respect to the awarding or performing of any Order issued by Buyer to Supplier, Buyer may, by written notice to Supplier, terminate this Order in accordance with Article 21,Termination for Default, in addition to the exercise of any other rights or remedies provided to Buyer by law.
(c) Anti-Bribery Law. Supplier must not violate any Applicable Anti-Bribery Law, which means any bribery, fraud, kickback, or other similar anti-corruption law or regulation of any relevant country, including the Bribery Act and the US Foreign Corrupt Practices Act 1977. The Bribery Act means the UK Bribery Act 2010 (as amended from time to time).

Supplier has and must at all times implement adequate procedures designed to prevent it or any Associated Person from engaging in any activity which would constitute an offence under the Bribery Act if it were carried out in the UK, or violate any Applicable Anti-Bribery Law.

Supplier represents that, in connection with this Order, no improper financial or other advantage has been, will be or is agreed to be given to any person (whether working for or engaged by the Buyer or any third party) by or on behalf of Supplier or its Associated Persons.

Breach of any of the provisions in this clause or of any Applicable Anti-Bribery Law is a material breach of this Order for the purpose of Termination Clause and, without prejudice to any other right, relief or remedy, entitles Buyer to terminate this Order immediately.

(d) Supplier represents and warrants that neither Supplier nor any of it agents or subcontractors has: (i) committed a violation of the Modern Slavery Act of 2015 (the “MSA”); (ii) been notified that it is subject to an investigation relating to an alleged MSA violation; (iii) is aware of any circumstances in its supply chain that could give rise to an investigation relating to a MSA violation, Supplier agrees that it shall: (i) comply with all applicable provisions of the MSA and any MSA reporting requirements required by Buyer; and (ii) notify Buyer in writing promptly if it becomes aware or has reason to believe that it or any of its agents or subcontractors have breached or potentially breached the MSA. Such notice shall set out full details of the circumstances concerning the breach or potential breach of Supplier’s obligations. Any breach of this paragraph by Supplier shall be deemed a material breach of this Order and shall entitle Buyer to immediately terminate this Order in accordance with paragraph 10.

(e) CONFLICT MATERIALS: Supplier agrees that it has reviewed and that it shall comply with applicable provisions of our Conflict Minerals Policy, available at www.preci-spark.co.uk

If you are supplying a product, i.e. an item other than services, software or data, your delivered product is not to contain any conflict minerals, tantalum, tungsten, tin or gold, that originated in the Democratic Republic of the Congo or any adjoining countries which are defined as Angola, Burundi, Central African Republic, Congo Republic (a different nation than DRC), Rwanda, Sudan, Tanzania, Uganda, and Zambia.

This requirement must be flowed down to all of your sub tier suppliers. If at any stage of manufacture or production it is determined by you or any of your sub tier suppliers that any conflict minerals were incorporated into the product(s) being delivered to Preci-Spark Ltd., originated in a covered country, you must provide a listing of the conflict mineral(s) and original covered country.

Suppliers must adhere to the requirements of the Dodd-Frank Act relating to Conflict Materials and when requested provide an annual submission (CMRT).

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